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CLS - Clicks Group Limited - Posting of Circular and Notice of General
Meeting
CLICKS GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration Number 1996/000645/06)
Share code: CLS
ISIN: ZAE000134854
("Clicks Group" or "the company")
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1 INTRODUCTION
Clicks Group shareholders ("Shareholders") are advised that a circular
(the "Circular"), was posted to Shareholders today, Thursday, 21 April
2011, containing full details of the following:
- proposed amendments to the Clicks Group`s articles of association;
- a specific share issue (the "Specific Issue")*; and
- an interim distribution (the "Interim Distribution").
* Authority for the Specific Issue will only be required if, upon the
date of such issue of shares, the Companies Act No. 71 of 2008, as
amended, were to have been signed into law.
A general meeting of Shareholders (the "General Meeting") will be held
at 09:00 on Wednesday, 1 June 2011 at the company`s registered office,
being the corner of Searle and Pontac Streets, Cape Town, 8001, to
consider and, if deemed fit, passing, with or without modification, the
resolutions set out in the notice of general meeting in relation to the
proposed amendments to the Clicks Group`s articles of association, the
Specific Issue and the Interim Distribution.
2 INTERIM DISTRIBUTION
The board of directors of the company (the "Board") has approved the
Interim Distribution of 37.0 cents per ordinary share to be made to
Shareholders recorded in the register of Shareholders on Friday, 1 July
2011 ("Record Date") in lieu of the interim dividend on the shares for
the six months ended 28 February 2011. The payment of the Interim
Distribution by way of a capital reduction out of the company`s share
premium account is subject to Shareholder approval in the form of an
ordinary resolution, as set out in the notice of general meeting.
3 FINANCIAL EFFECTS OF THE INTERIM DISTRIBUTION
The Specific Issue will have no impact on the unaudited pro forma
financial effects and as a result has not been reflected in the table
set out below.
The table below sets out the unaudited pro forma financial effects of
the Interim Distribution on the Clicks Group, based on the assumptions
set out below. The pro forma financial effects are the responsibility of
the Board and have been prepared for illustrative purposes only. Because
of the basis of this calculation, the financial position may not
necessarily provide a fair reflection of the Clicks Group`s financial
position, changes in equity, results of operations or cash flows after
the implementation of the Interim Distribution.
Per share Actual Pro forma Change
before after the (%)
the Interim
Interim Distribut
Distribut ion
ion*
Net asset value (cents)** 390 353 (9.5)
Tangible net asset value 232 195 (15.9)
(cents)**
Number of shares in issue (net of 260 518 260 518 -
treasury shares) (`000)
Weighted average number of shares 263 522 263 522 -
in issue (net of Treasury Shares)
(`000)
Notes:
* As per the published unaudited interim results of the Clicks Group
for the six months ended 28 February 2011.
** Adjustments to the net asset value per share and the tangible net
asset value per share have been made on the assumption that the
Interim Distribution of 37.0 cents was paid on 28 February 2011.
4 SALIENT DATES AND TIMES
Shareholders are advised of the following dates in respect of the
General Meeting and the Interim Distribution:
2011
Proxies for the General Meeting to be lodged Tuesday, 31 May
by 09:00
General Meeting at 09:00 Wednesday, 1 June
Results of the General Meeting and Wednesday, 1 June
finalisation announcement released on SENS
Results of the General Meeting and Thursday, 2 June
finalisation announcement published in the
press
Last day that ordinary shares trade cum the Friday, 24 June
Interim Distribution
Ordinary shares trade ex the Interim Monday, 27 June
Distribution
Record Date to determine those Shareholders Friday, 1 July
entitled to the Interim Distribution
Payment in respect of the Interim Monday, 4 July
Distribution made to Shareholders
Notes:
1. All times given in this announcement are local times in South
Africa.
2. These dates and times are subject to amendment, and any such
amendment will be announced on SENS and published in the South
African press.
3. Ordinary share certificates may not be dematerialised or re-
materialised between Monday, 27 June 2011 and Friday, 1 July 2011,
both days inclusive.
By order of the Board
Clicks Group Limited
Cape Town
21 April 2011
Investment bank Sponsor
Investec Bank Limited Investec Bank Limited
Date: 21/04/2011 09:45:01 Supplied by www.sharenet.co.za
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